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STANDARD CONDITIONS OF SALE FOR CARTON MANUFACTURERS
Coded and adopted by the British Carton Association
1. Quotations
(a) Quotations are subject to confirmation on receipt of orders.
(b) All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus VAT.
2. Terms
(a) Net cash by the 20th of the month following month of delivery.
(b) In the case of contracts involving more than one delivery, if default is made in payment on due date for any one delivery the seller at his option shall be entitled to treat the contract as repudiated by the customer and to claim damages accordingly.
(c) Contracts once accepted cannot be cancelled nor amended except by mutual agreement and then only on terms which would fully indemnify the seller.
3. Delivery
(a) Where contracts provide for a single delivery without specifying a date goods shall be delivered and accepted within 14 days of their being ready.
(b) Where contracts provide for deferred deliveries all the deliveries shall be accepted within two months of the specified first delivery or availability date. In the event of failure to accept any delivery that delivery shall be deemed to have occurred and storage costs charged to the customer’s account the goods being held at customer’s risk.
(c) Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
(d) The seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond seller’s control prevent the seller keeping to the originally agreed date or dates.
4. Liability
(a) The liability of the seller for failure to comply with agreed delivery dates as varied where necessary in accordance with clause 3 (d) and unless covered by Clause 17 shall be limited to reimbursement to the customer of the actual loss incurred, but in no case exceeding the value of the goods which are the subject of the contract.
(b) Insofar as is permitted by law where work is defective for any reason, including negligence, the seller’s liability (if any) shall be limited to rectifying such defect. Where the seller performs his obligations to rectify defective work under this condition the customer shall not be entitled to any further claim in respect of the work done nor shall the customer be entitled to treat delivery thereof as a ground for repudiating the contract, falling to pay for the work or cancelling further deliveries.
(c) Nothing in these conditions shall exclude the seller’s liability for death or personal injury as a result of its negligence.
5. Quantity variations
A shortage or surplus charged pro rata not exceeding 10% where the board content does not exceed 10 tonnes and not exceeding 71/ 2%, where the board content exceeds 10 tonnes will be considered due execution of any contract except as otherwise specifically agreed in writing by the seller and the customer. Where an order provides for delivery by installments then, for the purpose of this clause, these installments shall be aggregated.
6. Sketches
All sketches and origination work remain the property of the seller.
7. Customer’s requirements, printing and construction
(a) Alterations from original copy on and after first proof including alterations in style of construction will be charged extra. Proofs of all work may be submitted for
customer’s approval and no responsibility will be accepted for any errors in proofs which may be passed by the customer. The customer shall be solely responsible for any matter which the seller prints on the goods on the instructions or at the request of the customer, for any design or construction which the seller executes on the instruction or at the request of the customer whether the same shall have been supplied by the seller of by the customer.
(b) The seller shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design
or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.
8.Electronic files
(a) It is the customer’s responsibility to maintain a copy of any original electronic file.
(b) The seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed.
(c) Without prejudice to sub-clause 11 (b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other
corrective action the seller may make a charge for any resulting additional cost incurred. In such circumstances the seller will take every care to secure the best results but shall not be responsible for (i) any imperfect work caused by the unsuitability of any such electronic file or (ii) any delay in delivery occasioned by the additional work.
(d) In this clause, ‘electronic file’ means any text, illustration or other matter supplied to the seller in digitised form on disk, through a modem, or by ISDN or any other communication link.
9. Claims
Complaints or claims will only be entertained if lodged by the customer within 30 days of receipt of goods by him, or if related to the transport of the goods within such time as
will enable the seller to comply with the time limit of any carrier by whom the goods were transported. The return of the goods will not be accepted unless the seller or his
representative shall first have had the opportunity of examining same.
10. Cost variation
The price is subject to revision in the event of any increase or decrease in cost incurred by the seller between the date of confirmation of the order and the date of delivery to
customer.
11. Property supplied or specified by customer
(a) Customer’s property when supplied will be held at customer’s risk.
(b) Every care will be taken to secure the best results where materials are supplied or specified by the customer, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
12. Material supplied by seller
Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for, the contract is not a contract of sale by sample.
13. Machine readable codes
(a) In the case of machine readable codes or symbols the seller shall print the same as specified or approved by the customer in accordance with generally accepted standards and procedures.
(b) The customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
(c) The customer shall indemnify the seller against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the seller to comply with paragraph (a) above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
14. Ownership and risk
(a) Except as provided for in clause 3(b), the risk in the work and all goods delivered in connection with it shall pass to the customer on delivery.
(b) Goods supplied by the seller remain the seller’s property until the customer has paid for them in full.
(c) If the customer becomes insolvent (as set out in clause 15) and the goods have not been paid for in full the seller may take the goods back and if necessary, enter the customer’s premises to do so, or to inspect the goods.
(d) If the customer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the seller in a separate account until any sum owing to the seller has been discharged from such proceeds.
15. Insolvency
Without prejudice to other remedies, if the customer becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him) the seller shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
16. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the customer the seller shall have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the customer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the customer for any balance remaining be discharged from all liability in respect of such goods or property.
17. Force majeure
The performance of all contracts is subject to variation or cancellation by the seller owing to any Act of God, war, strikes, lock outs, fire, flood, drought, tempest or any other cause beyond the control of the seller or owing to any inability by the seller to procure materials or articles required for the performance of the contract and the seller shall not be held responsible for any inability to delivery caused by any such contingency.
18. Law
These Conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England.